Article I: Purpose
HOPOS, The International Society for the History of Philosophy of Science, is devoted to promoting research on the history of the philosophy of science. We construe this subject broadly, to include topics in the history of related disciplines and in all historical periods, studied through diverse methodologies. We aim to promote historical work in a variety of ways, but especially through encouraging exchange among scholars through meetings, publications, and electronic media.
Article II: Membership and Dues
Section 1: Persons of any nationality who are interested in the history of the philosophy of science are eligible for membership in the Society. The payment of annual dues shall constitute formal recognition of membership.
Section 2: There shall be four classes of membership: standard, student, emeritus, and sustaining. Student members must be graduate or undergraduate students at a recognized institution of higher learning. Emeritus members must be retired from full-time employment. Sustaining members are granted lifetime membership in HOPOS by the Steering Committee in light of a major financial contribution to HOPOS. Membership in HOPOS is biennial in its cycle, requiring payment of dues every other year. Membership expires at the end of the calendar year following payment of dues.
Section 3: Annual or biennial dues for the several classes of membership shall be set by the Steering Committee in consultation with the Executive Secretary and the Treasurer. The Steering Committee shall be empowered to reduce or waive dues in extraordinary circumstances.
Section 4: Membership privileges include voting in elections and at the general members’ business meeting that usually takes place at the biennial meetings of HOPOS. They also include being able to serve on the steering committee, the nominations and elections committee, the publications committee, the finance committee, and the external relations committee.
Section 5: A list of all members shall be made available to the members annually.
Article III: Officers and Steering Committee
Section 1: The officers shall be a President, a Vice-President who is President-elect, an Executive Secretary, and a Treasurer. The President and Vice-President are ex officio members of the Steering Committee; the Executive Secretary and the Treasurer need not be members of the Steering Committee. The officers shall perform the customary duties of their offices except as otherwise stated.
Section 2: There shall be a Steering Committee consisting of the President, the President-elect, the most recent past President, and six other persons elected by the members of the Society. The Steering Committee is the responsible agent of the Society and has general charge of the affairs of the Society. Its function shall be to formulate and give effect to the major policies of the Society. All standing committees shall report to the Steering Committee. The Steering Committee will hold an annual business meeting to convene by May 15 each year, either electronically or face-to-face. A proposal before the Steering Committee shall be considered adopted if approved by a majority of the Steering Committee. Voting may be conducted by email or at face-to-face meetings held at the biennial meetings of HOPOS or at other times. For the purposes of a face-to-face meeting, a quorum shall consist of five of the nine members. Decisions made by the Steering Committee between general members’ meetings, when ratified by vote, will go into effect immediately (or as agreed upon by the Steering Committee). All proposals adopted by the Steering Committee in the twelve months prior to May 15 shall be advertised to the membership by May 22 of each year. A referendum on any proposal adopted by the Steering Committee shall be included on the ballot for the annual election if and only if a demand for it signed by fifteen members is filed with the Executive Secretary before June 15. The Steering Committee shall be overruled only by an absolute majority of the membership.
Section 3: The Vice-President shall be elected by ballot for two calendar years, followed by two calendar years as President and two additional calendar years as Past President, thus serving a total of six years on the Steering Committee. The terms of office of the other elected members of the Steering Committee shall be three years each, so staggered that the terms of two of these members shall expire each year. Incumbents shall be permitted to run for a second contiguous term but not a third. Terms shall begin on January 1 and expire on December 31. Vacancies in elected positions may be filled by appointment of the Steering Committee.
Section 4: The Executive Secretary and Treasurer shall each be elected by the Steering Committee for a six-year term, with the Executive Secretary’s term normally beginning on August 1 in an odd numbered year, and the Treasurer’s term normally beginning on August 1 in an even numbered year. The Executive Secretary and the Treasurer shall be responsible to the Steering Committee for administration of their offices, and may be replaced by the Steering Committee. The Executive Secretary and Treasurer are each subject to a performance review in the third year of their tenure.
Section 5: Duties of the Executive Secretary. The Executive Secretary is responsible for record keeping as specified in Article VIII, communicating updated membership lists to the Steering Committee, and maintaining conflict of interest compliance as indicated in Article XI. In addition, the Executive Secretary is responsible for the filing of all legal documents, such as those required for incorporation and for the Society’s continued tax-exempt status and any others as directed by the Steering Committee. The Executive Secretary is also responsible for assisting HOPOS officers and committees in the day-to-day running of the organization. To this end the Executive Secretary is charged with tasks that include but are not limited to: organizing and recording Society governance activities; maintaining and providing access to Society records and documents; and facilitating communication among HOPOS officers, committees, membership, external parties, and the general public. The Executive Secretary will also be an authorized signer on any bank or other account of the Society.
Section 6: Duties of the Treasurer. The Treasurer is responsible for financial record keeping as specified in Article VII. In addition, the Treasurer is responsible for the receipt and disbursement of funds under the authority of the Steering Committee and for filing tax forms. The Treasurer will establish banking relationships, maintain a bank account and any other accounts for the organization and will be an authorized signer on such accounts.
Article IV: Elections and Meetings
Section 1: Elections and other business of the Society or of the Steering Committee may be conducted by e-mail and by regular post.
Section 2: Each year, two of the Steering Committee positions will be filled through an election from a set of candidates supplied by the Nominating and Elections Committee. In addition, a new Vice President shall be elected every even-numbered year and a new Nominating and Elections Committee shall be elected in the odd-numbered years. This election will be held between September 1 and October 31. An exception to this date may be made by the Steering Committee for an extraordinary circumstance. The Nominating and Elections Committee shall post an open call for nominations on the HOPOS email list before September 1 and select at least two candidates for Vice President and at least four candidates for Steering Committee members on the ballots. The Steering Committee will select the candidates for the Nominating and Elections Committee.
Section 3: The chair of the Nominating and Elections Committee, or another election officer to be designated by the Steering Committee, will be responsible for distribution of ballots and for counting returns. An official announcement of the voting period and a ballot with information about candidates will be advertised to all members at the time of the election. E-mail votes will be received at a designated e-mail address. Paper ballots will be returned to the election officer by regular mail. Winners will be announced before December 25.
Section 4: The Steering Committee shall be empowered to call face-to-face business meetings of itself or of the entire Society, at least once every two years at the biennial meetings of HOPOS, and pursue meetings via email and the internet at other times. Special meetings may be held at any time.
Section 5: The Steering Committee shall be empowered to call professional meetings of the entire Society. The Steering Committee, in close consultation with the Treasurer, will choose the venue for biennial HOPOS conferences. The External Relations Committee will solicit detailed bids for conference hosting over two years in advance, to allow discussion and possible decision on future venue by the Steering Committee at their conference business meeting.
Article V: Committees
Section 1: A Nominating and Elections Committee consisting of three members shall be elected by the members of the Society. At least six members, selected by the Steering Committee, shall be included on the ballot in odd-numbered years as candidates for the Nominating and Elections Committee. Members elected to this Committee will serve a two-year term. The Committee shall be responsible for nominating candidates for Vice-President/President-Elect and for the Steering Committee and shall conduct elections as described in Article IV.
Section 2: A Program Committee consisting of at least six members shall be formed in every odd-numbered year in order to plan for the next HOPOS conference. The Steering Committee will choose the co-chairs of the Program Committee by January of each odd-numbered year. The co-chairs will then select the rest of the Program Committee in consultation with the Steering Committee. The Program Committee should include at least one member from the Local Organizing Committee.
The Steering Committee will review the composition of the following committees proposed by the President as needed.
Section 3: The Publications Committee shall consist of the President and three additional HOPOS members; at least one of these three should be a Steering Committee member. The Editor of the HOPOS journal and the Treasurer of HOPOS shall be ex-officio members. This Committee is charged with overseeing the HOPOS journal as well as any other publications sponsored by the HOPOS society. Members of this Committee shall serve renewable two-year terms.
Section 4: The Financial Committee shall be a subcommittee of three members of the Steering Committee. This Committee is charged with the oversight of the activities of the Treasurer. Members of this Committee shall serve renewable two-year terms.
Section 5: The External Relations Committee shall be chaired by the Vice-President and shall consist of a minimum of two more HOPOS members, at least one of whom is a member of the Steering Committee. The Treasurer and Executive Secretary are ex-officio members of this Committee. The charge of this Committee shall be to seek, and assist with, proposals for hosting the HOPOS meeting that follows the upcoming meeting. It shall also establish and maintain good working relationships with other relevant professional societies and with both public and private funding agencies.
Section 6: The Governance Committee shall consist of at least three members, including the President and at least one more member of the Steering Committee. The charge of this Committee is to periodically review these Statutes and By-Laws, make recommendations to the Steering Committee for amendments to these Statutes and By-Laws, and to advise the Steering Committee on questions it may have regarding these Statutes and By-Laws.
Section 7: The Steering Committee shall be empowered to create any ad hoc committee that it deems necessary to carry out its business.
Article VI: The HOPOS Journal
The Editor, Co-editors, Book Review Editor, and members of the Editorial Board of HOPOS, from here referred to as “the editorial staff”, shall serve five-year, renewable terms of office. The Publications Committee will make and receive nominations for candidates for the positions on the editorial staff every five years, beginning in 2015 (or as needed).
The Publications Committee shall be responsible for evaluating the performance of the editorial staff during their fourth years of service. More specifically, the Editor shall be reviewed by the other members of the Publications Committee, in consultation with the entire Steering Committee and the University of Chicago Press or any future publisher of HOPOS. The Publications Committee may request any information from the Editor it deems necessary to carry out the review. The Editor shall play a central role in evaluating the performance of the others on the editorial staff, sharing with the Publications Committee information on the number of articles or book reviews each has helped bring to publication, turnaround time for the articles to which the co-editors have been assigned, and other such information as requested by the Publications Committee to aid them in their review.
The Publications Committee shall then make recommendations to the Steering Committee regarding the renewal or retention of current members and selection of new members of the editorial staff. Any new Editor shall be appointed by the Steering Committee in consultation with the Publications Committee and the University of Chicago Press (or any future publisher of HOPOS). Recommendations for the remaining editorial positions are first subject to the approval of the Editor and then forwarded to the Steering Committee. Co-editors, Book Review Editors, and members of the Editorial Board must then be approved by the Steering Committee in consultation with the University of Chicago Press (or any future publisher of HOPOS).
If the current publisher of HOPOS, the University of Chicago Press, at some future date seeks to terminate its contract with us, the Publications Committee shall direct the search for a new publisher.
Article VII: Execution of Instruments, Deposits And Funds
Section 1. Execution of Instruments. The Steering Committee, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of HOPOS to enter into any contract or execute and deliver any instrument in the name of and on behalf of HOPOS, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind HOPOS by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
Section 2. Checks and Notes. Except as otherwise specifically determined by resolution of the Steering Committee, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of HOPOS shall be signed by the Treasurer of HOPOS.
Section 3. Deposits. All HOPOS funds shall be deposited from time to time to the credit of HOPOS in such banks, trust companies, or other depositories as the Steering Committee may select.
Section 4. Gifts. The Steering Committee may accept on behalf of HOPOS any contribution, gift, bequest, or device for the nonprofit purposes of this corporation.
Article VIII: Record-keeping
Section 1: Minutes of Meetings. Minutes of the Steering Committee meetings and general members’ business meeting that usually take place at the biennial meetings of HOPOS shall be kept by the Executive Secretary. Electronic files of the ongoing Steering Committee meetings shall also be kept by the Executive Secretary, who shall be included with the Steering Committee on the HOPOS Steering Committee listserv.
Section 2: Account Books. Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of HOPOS’s assets, liabilities, receipts, disbursements, gains and losses, shall be kept by the Treasurer, who shall be included with the Steering Committee on the HOPOS Steering Committee listserv.
Section 3: Membership List. A record of the members of HOPOS, indicating their names and addresses and the class of membership held by each member and the termination date of any membership, shall be kept by the Executive Secretary. This membership list shall be made available to the members annually, preferably electronically.
Section 4: A copy of the Society’s Articles of Incorporation and Bylaws as amended to date shall be kept by the Executive Secretary. The Executive Secretary shall make these open to inspection by the members of the Society, preferably by posting them on the internet.
Article IX: IRS 501(C)(3) Tax Exemption Provisions
Section 1. Limitations on Activities
No substantial part of the activities of HOPOS shall be the carrying on of propaganda, or otherwise attempting to influence legislation [except as otherwise provided by Section 501(h) of the Internal Revenue Code], and HOPOS shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
Notwithstanding any other provisions of these Statutes and Bylaws, HOPOS shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
Section 2. Prohibition Against Private Inurement
No part of the net earnings of HOPOS shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that HOPOS shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.
Section 3. Distribution of Assets
Upon the dissolution of HOPOS, its assets remaining after payment, or provision for payment, of all debts and liabilities of HOPOS shall be distributed for one or more exempt purposes within the meaning of Section 510(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.
Article X: Amendment of Bylaws
Subject to the power of the members, if any, of HOPOS to adopt, amend or repeal the Statutes and Bylaws of HOPOS and except as may otherwise be specified under provisions of law, any or all of these Statutes and Bylaws may be altered, amended, or repealed and new Statutes and Bylaws adopted by approval of the Steering Committee.
Article XI: HOPOS Intellectual Property
HOPOS Inc. owns material designated “copyright HOPOS.” Fees will not be charged, products will not be distributed for sale or marketed, and determination of conditions for use of copyright material by others (at no charge) will be made by vote of the HOPOS steering committee.
Article XII: Conflict of Interest Policy
Section 1. Purpose
The purpose of the conflict of interest policy is to protect this tax-exempt organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or member of the Steering Committee or some other committee with Steering Committee delegated powers as defined in Article V above or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section 2. Definitions
1. Interested Person: Any officer, member of the Steering Committee, or member of a committee with Steering Committee delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
2. Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
a. An ownership or investment interest in any entity with which HOPOS has a transaction or arrangement,
b. A compensation arrangement with any entity or individual with which HOPOS has a transaction or arrangement, or
c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which HOPOS is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Article XI, Section 3, a person who has a financial interest may have a conflict of interest only if the Steering Committee or appropriate committee decides that a conflict of interest exists.
Section 3. Procedures
1. Duty to Disclose: In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Steering Committee and/or the appropriate committee with Steering Committee delegated powers considering the proposed transaction or arrangement.
- Determining Whether a Conflict of Interest Exists: After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the Steering Committee or other committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining committee members shall decide whether a conflict of interest exists.
- Procedures for Addressing the Conflict of Interest: Once the interested person has left the meeting, the Steering Committee or other committee with Steering Committee delegated powers shall determine whether HOPOS can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Steering Committee or other committee shall determine by a majority vote of the disinterested members whether the transaction or arrangement is in HOPOS’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
- Violations of the Conflicts of Interest Policy: If the Steering Committee or other committee with Steering Committee delegated powers has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Steering Committee or other committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 4. Records of Proceedings
The minutes of the Steering Committee and all committees with Steering Committee delegated powers shall contain:
- The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Steering Committee or other committee’s decision as to whether a conflict of interest in fact existed.
- The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Section 5. Annual Statements
Each officer and member of the Steering Committee or other committee with Steering Committee delegated powers shall annually sign a statement which affirms such person:
- Has received a copy of these Statutes and By-laws,
- Has read and understands the conflict of interest policy contained therein,
- Has agreed to comply with this policy, and
- Understands HOPOS is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Section 6. Periodic Reviews
To ensure HOPOS operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews of its transaction and arrangements with external entities shall be conducted.